commercial law - single shareholder company.pdfVIP

Berkeley Law Berkeley Law Scholarship Repository Faculty Scholarship 1-1-1990 Commercial Law - Single Shareholder Company Richard M. Buxbaum Berkeley L aw Follow this and additional works at : http://scholarship.law.b rk ley. du/facpubs Part of th Law Commons R comm nd d Citation Richard M. Buxbaum, Commercial Law - Sing le Shareholder Comp any, 38 A m. J. Comp. L. Supp. 251 (1990), Available at : http://scholarship.law.b rk ley. du/facpubs/886 This Article is brought to you for fr e and op n acc ss by B rk ley Law Scholarship R pository. It has b n acc pt d for inclusion in Faculty Scholarship by an authoriz d administrator of B rk ley Law Scholarship R pository. For more information, pl ase contact jc ra@law.b rk ley. du. TOPIC III.A.2 RICHARD M. BUXBAUM Commercial Law-Single Shareholder Company 1. THE CONCEPT OF PLURALITY In 1966, when this topic was on the agenda of the VIIth Con- gress in Stockholm, the American reporter, the late Dean Miguel de Capriles, still could point to approximately 24 state statutes, at that time half the total, that retained a vestigial form of the maxim, three is a collective. The comment to Section 2.01, the relevant provision of the Model Business Corporation Act, an unofficial docu- ment of the American Bar Association that is an influential source of state statutes, describes the evolution: [The predecessor] Section 47 became section 53 in the 1969 edition of the Model Act. The comment [thereto] noted a continuing movement away from the traditional concept of incorporators: whereas in 1960 only Kentucky,